# **Exhibit 10.9**

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# **MEMORANDUM OFAGREEMENT DATED 27 OCTOBER 2003**

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**Argent Capital LLC of Springates, Government Road,Charles Town, Nevis**, hereinafter called the **Sellers**,have agreed to sell in their capacity as the **Mortgagees in Possession of “NorthernHorizon”**, and **Marine Group International Inc**. of BalboaPlaza Building, 5th Floor, Office 522, Balboa Avenue, Panama City,Republic of Panama, hereinafter called the **Buyers**, have agreed to buy the motorvessel  “**NORTHERN HORIZON**” which iscurrently lying at Liverpool.

 

Argent CapitalLLC currently have a registered mortgage on “Northern Horizon” under which theowners of the vessel, Northern Horizon LLC, have defaulted and there is a sumin excess of US$ 1 million currently outstanding. Judgment was obtained in theEnglish High Court for US$ I million in respect of the principle debt togetherwith US$ 155,753.44 interest and costs on 15th October 2003.

 

A Notice ofDefault was served on Northern Horizon LLC on or around 24thFebruary 2003. Argent Capital LLC took effective control of “NorthernHorizon” in March 2003 and formal notice of taking over the vessel asMortgagee in Possession was given on or around 9th May 2003.

 

A papervaluation for “Northern Horizon” was obtained from a reputable Ship Broker, S.C. Chambers & Co. on 7th October 2003 and who estimatedthat the value of “Northern Horizon” on open sale would be US$ 600,000.

 

In theircapacity as Mortgagee in Possession Argent Capital LLC will account for thesale proceeds under the sale herein. In particular they will apply the saleproceeds to clear all encumbrances having a priority claim, will apply thefunds to satisfy sums outstanding under the terms of the mortgage and willaccount to Northern Horizon LLC in respect of the sale proceeds generally. Howeverthere will be no surplus funds once the priority payments have been made andthe debt owed to the seller is satisfied.

 

Details of“Northern Horizon”:

 

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ClassificationSociety/Class: Lloyds Register

 
| Built:      |   | 1966    |   | By:                | Goole  Shipbuilding & Repair Company |
|-------------|--------|---------|--------|--------------------|------------------------------------------|
|        |   |    |   |               |                                     |   |
| Flag:       |   | Bahamas |   | Port of  Registry: |                                     | Nassau |
|        |   |    |   |               |                                     |   |
| Call Sign:  |   | C60G3   |   | GRT/NRT:           | 1,833/549                                |
|        |   |    |   |               |                                     |   |
| IMO Number: |   | 6525131 |   | Register  Number:  | 308539                                   |
|             |        |         |        |                    |                                          |  |  |  |  |

 

hereinaftercalled the Vessel,

 

The sale ofthe vessel specifically does not include the ROV Abyssus 5000 (the “ROV”) andthe equipment and machinery relating to the said ROV currently lying aboard“Northern Horizon” and which is owned directly by NTL Trust Limited, a companyincorporated under the laws of Nevis.

 

The vessel issold on the following terms and conditions:

 

Definitions

 

“Banking days”are days on which banks are open both in the country of the currency stipulatedfor the Purchase Price in Clause 1 and in the place of closing stipulated in Clause8.

 

“In writing”or “written” means a letter handed over from the Sellers to the Buyers or viceversa, a registered letter, telex, telefax or other modern form or writtencommunication.

 

“ClassificationSociety” or “Class” means the Society referred to above.

 

1.                                       **PurchasePrice**

 

US$1 million

 

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2.                                       **Deposit**

 

No depositpayable

 

3.                                       **Payment**

 

The said Purchase Price shall be paid by way of a promissory note witha value of US$ 1 million payable within 18 months to be secured by a mortgageon the vessel in the name of the seller, the form of which shall be agreed andexecuted between the parties on delivery of the Vessel, but not later than 3working days after the Vessel is in every respect physically ready for deliveryin accordance with the terms and conditions of this Agreement and Notice ofReadiness has been given in accordance with Clause 5.

 

4.                                       **Inspections**

 

The vessel is currently lying at Liverpool under and the Buyer has hadaccess to the vessel and class records. The Vessel is sold on a “where is, asis” basis.  Buyers have accepted theVessel without inspection of the Vessel or the Classification records and thesale is outright and definite, subject only to the terms and conditions of thisAgreement. In particular, the Buyers confirm that they are aware of the currentclass status of the Vessel and that there is no obligation upon the Seller totake any steps to deal with outstanding class requirements.

 

5.                                       **Notices,time and place of delivery**

 

(a)                                  The Vessel is currently berthed at Liverpool and shall remain atLiverpool pending delivery. The vessel is currently under arrest through theEnglish Admiralty Court. The Seller shall ensure that the ship is free ofarrest at the time of delivery.

 

(b)                                 The Vessel shall be delivered and taken over safely afloat at a safeand accessible berth at Liverpool and is available for delivery at the Buyer’soption.

 

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Date ofcancelling – 17th November 2003

 

(c)                                  If the Sellers anticipate that, notwithstanding the exercise of duediligence by them, the Vessel will not be ready for delivery by the cancellingdate they may notify the Buyers in writing stating the date when theyanticipate that the Vessel will be ready for delivery and propose a newcancelling date.  Upon receipt of suchnotification the Buyers shall have the option of either cancelling thisAgreement in accordance with Clause 14 within 7 running days of receipt of thenotice or of accepting the new date as the new cancelling date.  If the Buyers have not declared their optionwithin 7 running days of receipt of the Sellers’ notification or if the Buyersaccept the new date, the date proposed in the Sellers’ notification shall bedeemed to be the new cancelling date and shall be substituted for thecancelling date stipulated above.

 

If this Agreement is maintained with the new cancelling date all othertime and conditions hereof shall remain unaltered and in full force andeffect.  Cancellation or failure to cancelshall be entirely without prejudice to any claim for damages the Buyers mayhave under Clause 14 for the Vessel not being ready by the original cancellingdate.

 

(d)                                 Should the Vessel become an actual, constructive or compromisedtotal loss before delivery to the Buyers this Agreement shall be null and void.

 

6.                                       **Drydocking/DiversInspection**

 

The Buyers do not require the Vessel to be drydocked for inspectionpurposes or for a divers inspection to take place.

 

7.                                       **Spares/bunkers,etc.**

 

The Sellers shall deliver the Vessel to the Buyers with everythingbelonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s)and/or spare propellers(s)/propeller blade(s), if any, belonging to the Vesselat the time of inspection used or unused, whether on board or not shall becomethe Buyers’ property, but spares on order are to be excluded.

 

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Forwardingcharges, if any, shall be for the Buyers’ account.  The Sellers are not required to replace spare parts includingspare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which aretaken out of spare and used as replacement prior to delivery, but the replaceditems shall be the property of the Buyers. The radio installation and navigational equipment shall be included inthe sale without extra payment if they are the property of the Sellers.  Unused stores and provisions shall beincluded in the sale and be taken over by the Buyers without extra payment.

 

The Sellershave the right to take ashore crockery, plates, cutlery, linen and otherarticles bearing the Sellers’ flag or name, provided they replace same withsimilar unmarked items.  Library, forms,etc., exclusively for use in the Sellers’ vessel(s), shall be excluded withoutcompensation.  Captain’s, Officers’ andCrew’s personal belongings including the slop chest are to be excluded from thesale, as well as the following additional items (including items on hire):

 

The Buyersshall take over the remaining bunkers and unused lubricating oils in storagetanks and sealed drums the value of which is included in the sale price.  Payment under this Clause shall be made atthe same time and place and in the same currency as the Purchase Price.

 

8.                                       **Documentation**

 

The place ofclosing: London

 

In exchangefor payment of the Purchase Price the Sellers shall furnish the Buyers withdelivery documents, namely:

 

(a)                                  Resolution of the Board of the Sellers permitting the sale.

 

(b)                                 Legal Bill of Sale in a form recordable in the Bahamas (the countryin which the Buyers are to register the Vessel), warranting that the Vessel isfree from all encumbrances, mortgages and maritime liens or any other

 

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debts orclaims whatsoever, duly notarially attested and legalised by the consul of suchcountry or other competent authority.

 

(c)                                  Current Certificate of Ownership issued by the competent authoritiesof the flag state of the Vessel.

 

(d)                                 Current Certificate issued by the competent authorities stating thatthe Vessel is free from registered encumbrances.

 

(e)                                  Certificate of Deletion of the Vessel from the Vessel’s registry orother official evidence of deletion appropriate to the Vessel’s registry at thetime of delivery, or, in the event that the registry does not as a matter ofpractice issue such documentation immediately, a written undertaking by theSellers to effect deletion from the Vessel’s registry forthwith and furnish aCertificate or other official evidence of deletion to the Buyers promptly andlatest within 4 (four) weeks after the Purchase Price has been paid and theVessel has been delivered.

 

(f)                                    Any such additional documents as may reasonably be required by thecompetent authorities for the purpose of registering the Vessel, provided theBuyers notify the Sellers of any such documents as soon as possible after thedate of this Agreement.

 

At the time of delivery the Buyers and Sellers shall sign and deliverto each other a Protocol of Delivery and Acceptance confirming the date andtime of delivery of the Vessel from the Sellers to the Buyers.

 

At the time ofdelivery the Sellers shall hand to the Buyers the Classification certificate(s)as well as all plans etc., which are on board the Vessel.  Other certificates that are on board theVessel shall also be handed over to the Buyers unless the Sellers are requiredto retain same, in which case the Buyers to have the right to take copies.  Other technical documentation that may be inthe Sellers’ possession shall be promptly forwarded to the Buyers at theirexpense, if they so request.  TheSellers may keep the Vessel’s logbooks but the Buyers to have the right to takecopies of same.

 

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9.                                       **Encumbrances**

 

The Sellers warrant that they have taken all reasonable steps to ensurethat the vessel, at the time of delivery, is free from all charters,encumbrances, mortgages and maritime liens or any other debts whatsoever.  The Sellers hereby undertake to indemnifythe Buyers against all consequences of claims made against the Vessel that havebeen incurred prior to the time of delivery.

 

10.                                 **Taxes,etc.**

 

Any taxes, fees and expenses in connection with the purchase andregistration under the Buyers’ flag shall be for the Buyers’ account, whereassimilar charges in connection with the closing of the Sellers’ register shallbe for the Sellers’ account.

 

11.                                 **Conditionon delivery**

 

The Vessel with everything belonging to her shall be at the Sellers’risk and expense until she is delivered to the Buyers, but subject to the termsand conditions of this Agreement she shall be delivered and taken over as shewas at the time of inspection, fair wear and tear excepted.  The Buyers are fully aware of the Classstatus of the Vessel and that Class is currently suspended. The Sellers are notrequired to take any steps to reinstate Class prior to delivery.

 

12.                                 **Name/markings**

 

Upon delivery the Buyers undertake to change the name of the Vessel andalter funnel markings should the Sellers require this.

 

13.                                 **Buyers’default**

 

Should the deposit not be paid in accordance with Clause 2, the Sellershave the right to cancel this Agreement, and they shall be entitled to claimcompensation for their losses and for all expenses incurred together withinterest.  Should the Purchase Price notbe paid in accordance with Clause 3, the Sellers have the right to cancel theAgreement, in which case the deposit together with interest

 

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earned shall be released to the Sellers.  If the deposit does not cover their loss, the Sellers shall beentitled to claim further compensation for their losses and for all expensesincurred together with interest.

 

14.                                 **Sellers’default**

 

Should the Sellers fail to give Notice of Readiness in accordance withClause 5 a) or fail to be ready to validly complete a legal transfer by thedate stipulated herein the Buyers shall have the option of cancelling thisAgreement provided always that the Sellers shall be granted a maximum of 3banking days after Notice of Readiness has been given to make arrangements forthe documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers havetaken delivery, the Vessel ceases to be physically ready for delivery and is notmade physically ready again in every respect by the date stipulated herein andnew Notice of Readiness given, the Buyers shall retain their option to cancel.In the event that the Buyers elect to cancel this Agreement the deposittogether with interest earned shall be released to them immediately.

 

Should theSellers fail to give Notice of Readiness by the date stipulated herein or failto be ready to validly complete a legal transfer as aforesaid they shall makedue compensation to the Buyers for their loss and for all expenses togetherwith interest if their failure is due to proven negligence and whether or notthe Buyers cancel this Agreement.

 

15.                                 **Buyers’representatives**

 

After both parties have signed this Agreement the Buyers have the rightto place two representatives on board the Vessel at their sole risk andexpense. These representatives are on board for the purpose of familiarisationand in the capacity of observers only, and they shall not interfere in anyrespect with the operation of the Vessel. The Buyers’ representatives shall sign the Sellers’ letter of indemnityprior to their embarkation.

 

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16.                                 **Arbitration**

 

The Contract shall be governed by and construed in accordance withEnglish law and any dispute arising out of or in connection with this Contractshall be referred to Arbitration in London in accordance with the ArbitrationAct 1996 or any statutory modification or re-enactment thereof save to theextent necessary to give effect to the provisions of this Clause.

 

TheArbitration shall be conducted in accordance with the London MaritimeArbitrators’ Association (LMAA) terms current at the time when the Arbitrationproceedings are commenced.

 

The reference shall be to a single arbitrator to be agreed between theparties.  If the parties cannot agreeupon the name of a single arbitrator either party shall be at liberty to askthe President of the LMAA for the time being to appoint an arbitrator at hisabsolute discretion and whose appointment shall be binding upon the parties.

 

**IN WITNESS** whereofthe parties execute this Agreement as a Deed on the date set out above

 

 
| /s/ Joan  Nesbitt                                    |   |
|------------------------------------------------------|--------|
| Signed on  behalf of the Sellers  In the presence of |
|                                                 |
|                                                 |
| /s/ Sarah  Nunez                                     |   |
| Signed on  behalf of the Buyers  In the presence of  |

 

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